Terms of Service

These terms of service (the “Terms”) are a contract between you (the user) and Torbera Ltd (“Torbera”, “we”, “us”, “our”), a private company limited by shares, incorporated in England and Wales, with its registered office at the address set out at the end of these Terms.

By creating an account, by accessing the Torbera marketing website (torbera.com) or the Torbera workspace (app.torbera.com), or by otherwise using any of the services we provide (together, the “Services”), you agree to be bound by these Terms. If you do not agree, you must not use the Services.

Where you are using the Services on behalf of an organisation (an “Organisation”) you confirm that you have authority to bind that Organisation to these Terms, and references to “you” include that Organisation.

The Services are intended for business users acting in the course of a trade or profession. By entering into these Terms you confirm that you are at least 18 years old and have legal capacity to do so.

Because the Services are intended for business use, the protections afforded to consumers under the Consumer Rights Act 2015 do not, in general, apply to your use of the Services. If you are a consumer, please contact us before opening an account so that we can agree terms appropriate to that status.

Torbera provides a workspace for technology-services advisor firms to manage their pipeline, lock commission tracks at registration, reconcile commission payments against expectations, request technical (sales engineering) support, and provide vendors with scoped visibility of their registered deals.

We may modify, suspend, or discontinue any part of the Services from time to time, including by adding or removing features. Where the change has a material adverse effect on your use, we will give reasonable advance notice.

To use most of the Services you must create an account. You agree to keep your account credentials confidential, to enable multi-factor authentication where prompted, and to notify us immediately at security@torbera.com if you suspect your account has been compromised. You are responsible for all activity that occurs under your account until you have notified us.

You agree that the information you provide to us is accurate, complete, and up to date, and that you will keep it that way.

You agree that you will not, and will not permit any third party to:

• use the Services in any way that breaches any applicable law or regulation;
• use the Services in a way that infringes our intellectual property rights or those of any third party;
• upload or transmit any material that is unlawful, defamatory, obscene, harassing, or otherwise objectionable;
• attempt to gain unauthorised access to any part of the Services, to other accounts, or to any systems or networks connected to the Services;
• introduce any virus, trojan, worm, logic bomb, or other harmful or malicious material;
• reverse engineer, decompile, or disassemble any part of the Services except to the extent permitted by mandatory law;
• use the Services to build a competing product or service, or to copy any features, functions, or graphics of the Services;
• resell, sublicense, or otherwise commercially exploit the Services without our prior written agreement.

Where you have agreed a separate order form with us, fees and payment terms are as set out in that order form. Where you are using the Services on a free or trial basis, no fees are payable, but you remain bound by these Terms.

All fees are stated exclusive of value-added tax and any other applicable taxes, which you will be responsible for paying at the prevailing rate.

We may suspend access to the Services if any undisputed fee is overdue by more than 14 days following written notice.

You retain all rights, title, and interest in the data you submit to the Services (“Customer Data”). You grant us a worldwide, non-exclusive, royalty-free licence to host, process, and transmit the Customer Data solely to the extent necessary to provide and improve the Services in accordance with these Terms and our Privacy Policy.

Where Customer Data includes personal data, the processing is governed by our data processing agreement, which is incorporated by reference into these Terms. A current copy is available on request.

You are responsible for ensuring you have all rights, consents, and authorities necessary to submit Customer Data to the Services and for our processing of that data on your behalf.

The Services, including all software, documentation, branding, and design, are owned by Torbera or our licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services in accordance with these Terms. No other rights are granted to you, whether by implication, estoppel, or otherwise.

We welcome feedback. If you give us suggestions or feedback about the Services, we may use that feedback without restriction or obligation to you.

Each party (the “Receiving Party”) shall keep confidential all non-public information disclosed to it by the other party (the “Disclosing Party”) that is identified as confidential or that ought reasonably to be considered confidential given its nature and the circumstances of its disclosure (“Confidential Information”). The Receiving Party shall use the Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms.

These obligations do not apply to information that is or becomes publicly available other than by breach of these Terms, that was known to the Receiving Party before disclosure, that is independently developed without reference to the Confidential Information, or that is required to be disclosed by law or by a competent authority (in which case the Receiving Party shall, where permitted, give prompt notice to the Disclosing Party).

We use commercially reasonable efforts to make the Services available. We do not warrant that the Services will be uninterrupted or error-free. We may carry out scheduled maintenance from time to time and will use reasonable efforts to do so outside of UK business hours.

To the maximum extent permitted by law, the Services are provided “as is” and “as available”. We make no warranties, conditions, or representations, whether express, implied, statutory, or otherwise, including any implied warranties of satisfactory quality, fitness for a particular purpose, or non-infringement, save to the extent that any such warranty cannot be excluded under English law.

Without limiting the foregoing, AI-generated outputs produced by or through the Services (including discovery extractions, statement parsing, and variance explanations) are advisory only. The deterministic commission engine is the system of record for monetary calculations. You are responsible for reviewing any AI-generated output before relying on it.

Nothing in these Terms limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• any other liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited in each contract year to the greater of (a) the fees paid by you to us in the 12 months preceding the event giving rise to the liability and (b) one hundred pounds sterling (£100).

We are not liable for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss or corruption of data, or for any indirect, special, or consequential loss, in each case howsoever arising.

You agree to indemnify us, and our officers, employees, and agents, against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Services in breach of these Terms or of any applicable law.

These Terms apply for as long as you have an account with us. Either party may terminate these Terms for convenience on 30 days’ written notice. Either party may terminate immediately on written notice if the other party commits a material breach that is incapable of remedy or, if capable of remedy, has not been remedied within 30 days of written notice requiring it to be remedied.

On termination, your right to access the Services ends. We will make your Customer Data available for export for 30 days following termination, after which we may delete it in accordance with our retention schedule. Clauses that by their nature should survive termination (including those on liability, indemnity, intellectual property, confidentiality, and governing law) will so survive.

Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil disorder, industrial action, pandemic, interruption of utilities, failure of internet backbone, or failure of a third-party cloud-infrastructure provider, provided that the affected party gives prompt notice and uses reasonable efforts to mitigate.

We may amend these Terms from time to time. Where the change has a material adverse effect on you, we will give at least 30 days’ notice by email or through the Services. Your continued use of the Services after the change takes effect constitutes acceptance.

Notices to us must be sent by email to legal@torbera.com with a copy to the registered office at the address set out at the end of these Terms. Notices to you may be sent to the email address associated with your account or by posting them within the Services. Notices are deemed received on the day of sending if sent on a business day during business hours, otherwise on the next business day.

These Terms (together with any order form, data processing agreement, and policies referenced) constitute the entire agreement between us and supersede all prior agreements, representations, and understandings on their subject matter.

If any provision of these Terms is held to be invalid or unenforceable, the remainder will continue in full force and effect, and the parties shall negotiate in good faith to replace the affected provision with a valid one that achieves the original intent as closely as possible.

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to a successor in interest in the event of a merger, acquisition, restructuring, or sale of all or substantially all of our assets.

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of them.

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that we may bring proceedings to enforce our intellectual property rights in any court of competent jurisdiction.

For any question about these Terms, please contact:

Companies House registration number: [to be inserted].